Cetera Financial Group Announces Divestiture of The Legend Group to Lincoln Investment

9/14/16

Cetera Financial Group, a leading network of independent broker-dealer firms, and Lincoln Investment Capital Holdings, LLC, today announced the signing of a definitive agreement for the divestiture of Legend Group Holdings, LLC by First Allied Holdings, Inc., a Cetera affiliate, to Lincoln Investment Capital Holdings, LLC. Financial terms of the transaction, which is expected to close by early next year subject to regulatory approval, were not disclosed.

Lincoln Investment Capital Holdings, LLC is the parent company of Lincoln Investment Planning, LLC, a leading full-service independent broker-dealer and registered investment adviser. The Legend Group includes an independent broker-dealer and registered investment adviser focused on supporting the delivery of professional guidance by financial advisors to 403(b) plans, the retirement savings plan that is typically available to employees of public education organizations and non-profits across the country.

Under the terms of the transaction, Lincoln Investment Capital Holdings, LLC will acquire the common interests and assets of The Legend Group Holdings, LLC. The independent financial advisors supported by The Legend Group will transition to Lincoln Investment and continue to leverage The Legend Group brand. The Legend Group's headquarters office in Palm Beach Gardens, FL, will continue to operate as part of Lincoln Investment.

"We are excited to welcome The Legend Group's financial advisors to Lincoln Investment as it pairs two well-resourced partners who share a longstanding commitment to the retirement plan market," said Ed Forst, president and chief executive officer of Lincoln Investment. "This is a transaction that enhances our scale, and by extension, our ability to remain independent, while positioning Lincoln Investment to compete more effectively in the mass affluent to high net worth investor space." Lincoln Investment received an investment inJune 2015 from Lovell Minnick Partners, an independent private equity firm specializing in financial services and related business services companies in the middle market.

Mr. Forst continued, "The combined business will be over 1,100 financial advisors strong supporting over $30 billion in client assets and have a total of 100 years of industry experience, placing Lincoln Investment among the top 25 independent broker-dealers and RIAs in the U.S."

Robert Moore, chief executive officer of Cetera, said, "We are very pleased with this divestiture, which underscores our renewed focus to build upon our successful track record of helping advisors and institutions deliver holistic wealth management solutions for their clients on a full-service basis. As publicly disclosed earlier this year, our exploration of a potential sale of The Legend Group was guided by our plan to exit businesses that were not core to our future growth plans, combined with our commitment to identify a transaction opportunity with a company that understands and supports The Legend Group's unique strengths in the 403(b) plan space. We see this transaction as a very positive development for the advisors and institutions Cetera supports, as well as the advisors affiliated with The Legend Group."

For this transaction, Lazard served as financial advisor to Cetera.

About Cetera Financial Group

Cetera Financial Group® ("Cetera") is a leading network of independent retail broker-dealers empowering the delivery of objective financial advice to individuals, families and company retirement plans across the country through trusted financial advisors and financial institutions. Cetera is the second-largest independent financial advisor network in the nation by number of advisors, as well as a leading provider of retail services to the investment programs of banks and credit unions.

Through its multiple distinct firms, Cetera offers independent and institutions-based advisors the benefits of a large, established broker-dealer and registered investment adviser, while serving advisors and institutions in a way that is customized to their needs and aspirations. Advisor support resources offered through Cetera include award-winning wealth management and advisory platforms, comprehensive broker-dealer and registered investment adviser services, practice management support and innovative technology. For more information, visit www.ceterafinancialgroup.com.

* "Cetera Financial Group" refers to the network of retail independent broker-dealers encompassing, among others, Cetera Advisors, Cetera Advisor Networks, Cetera Financial Institutions, Cetera Financial Specialists, First Allied Securities, Girard Securities, and Summit Brokerage Services.

About Lincoln Investment

Lincoln Investment Planning, LLC is a leading full-service independent broker/dealer and registered investment adviser providing investment, wealth and retirement planning services nationwide through a network of financial advisors. The company currently has more than 300 employees and over 800 financial advisors with 300 branches in 34 states. Lincoln Investment serves over 270,000 individual investors, with over $24 billion in assets including over $10.6 billion in fee-based assets and provides retirement plan services to employees of more than 2,500 employers nationwide. For more information, visit www.lincolninvestment.com.

About The Legend Group

The Legend Group Holdings, LLC includes Legend Equities Corporation, an independent broker-dealer, and Legend Advisory Corporation, a registered investment adviser. The Legend Group empowers the delivery of quality investment solutions and personalized service by financial advisors with a primary focus on the 403(b) plan space. The Legend Group provides investment solutions for retirement, education savings plans, insurance needs, income generation and professional portfolio management. For more information, visitwww.legendgroup.com.

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